SecProbe.io

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Mail Stop 6010

								September 13, 2005

Michael H. Owens
President and Chief Executive Officer
iVOW, Inc.
2101 Faraday Avenue
Carlsbad, California 92008

	Re:	iVOW, Inc.
		Registration Statement on Form S-3
		Filed September 9, 2005
		File No. 333-128216

Dear Mr. Owens:

	We have limited our review of your filing to those issues we
have
addressed in our comments.  Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

General

1. We note you have a confidential treatment request pending.  All
comments related to the request will need to be resolved prior to
effectiveness.

Selling Security Holders, page 11

2. Please identify the natural persons who are the beneficial
owners
of the shares held by all institutional owners listed in the
table.

3. Please advise us whether any sellers are broker-dealers or
affiliates of a broker-dealer.  If they are, these sellers should
be
identified as such in the filing.

4. Please note that if any selling security holder is a broker-
dealer,
the prospectus must state the seller is an underwriter.  The only
exception to this rule is if the broker-dealer received the
securities
as compensation for underwriting activities.

5. If a selling security holder is an affiliate of a broker-
dealer,
the prospectus must state that:

* the selling security holder purchased in the ordinary course of
business; and
* at the time of the purchase of the securities to be resold, the
selling security holder had no agreement or understanding,
directly or
indirectly, with any person to distribute the securities.

If a selling security holder is an affiliate of a broker-dealer
and
you are not able to make these statements in the prospectus, the
prospectus must state that the selling security holder is an
underwriter.  Please revise the prospectus as appropriate.

Incorporation of Certain Information by Reference, page 14

6. Please incorporate by reference the following documents:

* Form 8-K filed February 23, 2005;
* Form 8-K filed March 29, 2005;
* Form 10-QSB filed May 16, 2005 rather than a Form 10-QSB/A; and
* Form 10-QSB filed August 15, 2005.

*	*	*

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	Please contact Greg Belliston at (202) 551-3861 or me at
(202)
551-3715 with any questions.

								Sincerely,

								Jeffrey P. Riedler
								Assistant Director

cc:	Michael S. Kagnoff, Esq.
	Heller Ehrman LLP
	4350 La Jolla Village Drive, 7th Floor
	San Diego, California 92122-1246
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Michael H. Owens
iVOW, Inc.
September 13, 2005
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